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GENERAL TERMS AND CONDITIONS OF SALES AND DELIVERY
of Südobst Obst- und Gemüseveredelungs GmbH (dated: 28.4.2016)

 

1. CONTRACTUAL RELATIONSHIP

We, Südobst Obst- und Gemüseveredelungs GmbH, FN 135195 t, ("Südobst"), A-7551 Stegersbach (Austria), Wiener Straße 18, retail and deliver exclusively according to these Terms and Conditions and refute all terms and conditions of our contractual partners.

These General Terms and Conditions of Sales and Delivery do not apply to consumers.

A contractual agreement with us shall only be deemed effective upon written confirmation of an order (e.g. confirmation of order). The contractual partner is not entitled to make any declarations on our behalf.

2. DELIVERY TERMS

Delivery times are not guaranteed. We reserve the right to make partial deliveries. The goods ordered shall be collected by the contractual partner on the delivery date issued. Deliveries are carried out "ex works" (INCOTERMS 2010) Südobst, company in A-7551 Stegersbach (Austria), Wiener Straße 18. The contractual partner shall be exclusively responsible for all export and import charges and fees both domestically and internationally, as well as all other duties and charges outside of Austria.

The contractual partner shall indemnify us without recourse in this regard. Where the contractual partner delays receipt of the goods, we reserve the right to store the goods at the risk and cost of the contractual partner, and/or to cancel the contract in part or full following a notice period. In this event, the contractual partner shall be liable to reimburse us for any damages or disadvantages.

3. PRICES

Prices quoted are net and "ex works", and do not include costs for packaging and statutory VAT. Discounts or reductions shall only apply individually and to the volume of goods agreed, and are subject to timely payment of all invoices in full.

4. TERMS OF PAYMENT

We reserve the right to demand advance payments and/or guarantees for payments.

All invoices shall be due for net payment immediately, without deductions, and free from bank charges. Payments shall be deemed complete only when received into our accounts. Statutory interest on arrears shall apply, with a minimum rate of 1% per month. In the event of an outstanding payment, the contractual partner shall reimburse all costs of recovering the payment.

The following shall specifically apply to late payments: (1.) extension of the delivery date by the same number of days as the payment is outstanding (2.) exclusion of any warranties (3.) entitlement for us to cancel all unfulfilled contracts following a notice period (4.) immediate due date for all outstanding payments (failure to meet the deadline) (5.) supplementary invoicing of discounts on unpaid orders (6.) entitlement for us to withhold/postpone any of our obligations (7.) entitlement for us to receive compensation for all damages and disadvantages, irrespective of fault.

The contractual partner is not entitled to withhold his payment obligations, and/or to offset his own claims.

5. RETENTION OF TITLE

All goods shall remain our property until payment has been received in full, including all costs and interest.

The contractual partner is entitled to retail the reserved goods within the scope of his business. In the event of arrears, the entitlement of the contractual partner to retail these goods is revoked. The contractual partner agrees herewith to transfer to us all his receivables from the retail of such goods, and shall note this in his accounts.

The contractual partner shall inform us immediately of any execution proceedings in relation to reserved goods, and to reject such measures by citing their status as reserved ownership goods.

In the event of arrears, the contractual partner shall provide to us upon demand, the goods and all associated documentation. Furthermore, we reserve the right to recover the reserved goods independently, and to demand compensation from the contractual partner for all damages, disadvantages, and costs.

6. CONTRACTUAL PARTNER OBLIGATIONS

The contractual partner shall provide us with all the information required to retail the products. The contractual partner is exclusively responsible for and undertakes to meet all the relevant requirements in particular those for food and food labelling, as well as all statutory binding and legal regulations in Austria and internationally, and to inform us immediately of any international circumstances that may actuate liability on our part. The contractual partner shall indemnify us without recourse in this regard.

7. WARRANTY, LIABILITY

The contractual partner shall inform us in writing of any obvious defects immediately upon receipt of the goods and of any hidden defects immediately upon their discovery, including a precise description of the defect, and to return the goods to us: otherwise the contractual partner's warranty entitlements shall be excluded.

Our warranty shall exclusively be restricted to betterment or exchange. Any recourse according to § 933b ABGB or upon any other legal grounds is excluded. The warranty period shall be six months and begins upon the day of handover. Legal claims in relation to the guarantee must be made within the guarantee period. Any extrajudicial claims for defects shall not extend the guarantee period.

We do not accept any guarantee obligations or liabilities:

a)   for improper and/or otherwise unprofessional treatment, storage, transportation and/or use and/or external forces;

b)   for the processing of goods by contractors or third parties;

c)   for force majeure;

d)   for delayed payment or receipt of goods.

Any compensation by us is excluded, in so far as we have not caused the damage by intention or by gross negligence. In all events the replacement of solely financial damages, subsequent damages, incidental damages, losses or loss of profits is excluded. For each individual business event, our liability shall be limited to the amount of the charge for the goods, regardless of the claim type.

8. INTELLECTUAL PROPERTY AND COMMERCIAL TRADEMARK RIGHTS

We do not accept any warranty or liability that the good provided by us do not infringe the intellectual property of third parties. The contractual partner is not permitted to make any alterations and/or to alter the labelling of the products. The contractual partner is not permitted to use our brand, our trademarks or any other marks, or our intellectual property without our prior written consent. In the event that we label products following suggestions given by the contractual partner, the contractual partner shall indemnify us without recourse in particular for any infringement of third party copyrights.

9. LABELLING OF GOODS

The contractual partner must ensure that any labelling or writing applied to the products is not damaged, is kept clearly visible, and is not altered.

11. GENERAL

Confidential information is to be kept confidential indefinitely. Any and all alterations or additions to these Terms and Conditions shall explicitly require the written form. This shall also be true for any changes to this requirement of the written form.

Where individual terms of these Terms and Conditions of Sales and Delivery are or should become invalid/inadmissible, the validity and effectiveness of all other terms shall not be affected. A permissible and effective condition that replicates the intended purpose as closely as possible in a legally valid manner is to be agreed.

12. JURISDICTION AND APPLICABLE LAW

In the first instance the appropriate professional courts in A-7551 Stegersbach, Austria, shall be responsible. Disputes with contractual partners that are based in a country outside of the European Economic Area shall be settled finally according to the Arbitration and Conciliation of the Austrian Federal Chamber of Commerce in Vienna (Vienna regulations) by an arbitrator identified according to these regulations, under exclusion of the ordinary courts, and where the place of arbitration shall be Vienna and the language of arbitration shall be German.

Austrian Law excluding reference provisions and the UN convention on the international sale of goods shall apply.

The General Terms and Conditions of Sales and Delivery are written in German. Any translation there of is a working translation only and provided purely for indicative purposes. The German provisions shall be the only valid provisions in the event of any dispute.